Obbligazione Morgan Stanley Global PLC 0% ( XS2284642878 ) in USD

Morgan Stanley Global PLC

100 USD ▼

Regno Unito

XS2284642878 ( in USD )

27/02/2024 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Morgan Stanley International PLC XS2284642878 in USD 0%, scaduta

1 000 USD

520 000 USD

Morgan Stanley International PLC è una filiale del gruppo finanziario statunitense Morgan Stanley, operante principalmente in Europa ed offrendo una vasta gamma di servizi finanziari, inclusi investment banking, gestione patrimoniale e trading.

The Obbligazione issued by Morgan Stanley Global PLC ( United Kingdom ) , in USD, with the ISIN code XS2284642878, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 27/02/2024

Pricing Supplement dated 2 June 2021
Morgan Stanley & Co International plc as Issuer

Legal Entity Identifier (LEI): 4PQUHN3JPFGFNF3BB653

Issue of USD 155,000 Equity Linked Notes due 2024 (the "Tranche 2 Notes") to be consolidated and form a
single series with the Issue of USD 730,000 Equity Linked Notes due 2024 (the "Tranche 1 Notes')
Regulation S Program for the Issuance of Notes, Series A and B, Warrants and Certificates
The Offering Circular referred to below (as completed by this Pricing Supplement) has been prepared on the basis
that any offer of Notes in any Member State of the European Economic Area or in the United Kingdom (each, a
"Relevant State") will be made pursuant to an exemption under the Prospectus Regulation from the requirement
to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in
that Relevant State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or
any Distribution Agent to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement
a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. Neither
the Issuer nor any Distribution Agent has authorised, nor do they authorise, the making of any offer of Notes in
any other circumstances.
Warning: Neither this Pricing Supplement nor the Offering Circular referred to below constitutes a "prospectus"
for the purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), and the Pricing
Supplement and the Offering Circular have been prepared on the basis that no prospectus shall be required under
the Prospectus Regulation in relation to any Notes be offered and sold under hereby.
THE NOTES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE
U.S. FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR DEPOSIT PROTECTION SCHEME ANYWHERE, NOR ARE
THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK.
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS:
IF THE PRICING SUPPLEMENT IN RESPECT OF ANY NOTES INCLUDES A LEGEND ENTITLED
"PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS", THE NOTES ARE NOT
INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT
BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE
EUROPEAN ECONOMIC AREA. OR IN THE UNITED KINGDOM. FOR THESE PURPOSES, A
RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF:
(A) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE
2014/65/EU, AS AMENDED ("MIFID II");
(B) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, AS AMENDED,
WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS
DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR
(C) NOT A QUALIFIED INVESTOR AS DEFINED IN REGULATION (EU) 2017/1129, AS
AMENDED.
CONSEQUENTLY, IF THE PRICING SUPPLEMENT IN RESPECT OF ANY NOTES INCLUDES A
LEGEND ENTITLED "PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS", NO KEY
INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED
(THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE NOTES OR OTHERWISE
MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EUROPEAN ECONOMIC AREA
OR IN THE UNITED KINDGOM HAS BEEN OR WILL BE PREPARED AND THEREFORE
1
Series: 15443

OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY
RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA OR IN THE UNITED KINGDOM MAY
BE UNLAWFUL UNDER THE PRIIPS REGULATION.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET:
SOLELY FOR THE PURPOSES OF THE MANUFACTURER'S PRODUCT APPROVAL PROCESS,
THE TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES HAS LED TO THE
CONCLUSION THAT:
(A) THE TARGET MARKET FOR THE NOTES IS ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II; AND
(B) ALL CHANNELS FOR DISTRIBUTION OF THE NOTES TO ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE.
ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE NOTES (A
"DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURER'S TARGET
MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE
FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES
(BY EITHER ADOPTING OR REFINING THE MANUFACTURER'S TARGET MARKET
ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

2
Series: 15443

PART A CONTRACTUAL TERMS
THE NOTES DESCRIBED HEREIN AND THE SECURITIES TO BE DELIVERED ON REDEMPTION OF
THE NOTES (IF ANY) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE ISSUER IS NOT
REGISTERED AND WILL NOT REGISTER, UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940,
AS AMENDED TRADING IN THE NOTES HAS NOT BEEN APPROVED BY THE U.S. COMMODITY
FUTURES TRADING COMMISSION UNDER THE U.S. COMMODITY EXCHANGE ACT OF 1936, AS
AMENDED.
THE NOTES DESCRIBED HEREIN, ANY INTEREST THEREIN AND THE SECURITIES TO BE
DELIVERED ON REDEMPTION OF THE NOTES (IF ANY) MAY NOT BE OFFERED, SOLD, PLEDGED,
ASSIGNED, DELIVERED OR OTHERWISE TRANSFERRED OR REDEEMED AT ANY TIME, DIRECTLY
OR INDIRECTLY, WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S.
PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). HEDGING
TRANSACTIONS INVOLVING ANY "EQUITY SECURITIES" OF "DOMESTIC ISSUERS" (AS SUCH
TERMS ARE DEFINED IN THE SECURITIES ACT AND REGULATIONS THEREUNDER) MAY ONLY
BE CONDUCTED IN ACCORDANCE WITH THE SECURITIES ACT. SEE "SUBSCRIPTION AND SALE"
AND "NO OWNERSHIP BY U.S. PERSONS" IN THE OFFERING CIRCULAR DATED 26 JUNE 2020. IN
PURCHASING THE NOTES, PURCHASERS WILL BE DEEMED TO REPRESENT AND WARRANT THAT
THEY ARE NEITHER LOCATED IN THE UNITED STATES NOR A U.S. PERSON AND THAT THEY ARE
NOT PURCHASING ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON.
THE NOTES ARE NOT RATED.
This document constitutes the Pricing Supplement relating to the issue of the Notes described herein. This Pricing
Supplement must be read in conjunction with the Offering Circular dated 26 June 2020 and the supplements to
the Offering Circular dated 29 July 2020, 18 August 2020, 14 October 2020, 23 October 2020, 17 November
2020, 8 February 2021, 4 March 2021, 15 March 2021 and 20 May 2021 ( together the "Offering Circular").
Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this
Pricing Supplement and the Offering Circular. Copies of the Offering Circular are available from the offices of
Morgan Stanley & Co. International plc at 25 Cabot Square, Canary Wharf, London, E14 4QA. The Offering
Circular has also been published on the website of the Euronext Dublin (www.ise.ie), the Luxembourg Stock
Exchange (www.bourse.lu) and the Gibraltar Stock Exchange (www.gsx.gi).
Information Concerning Investment Risk
Noteholders and prospective purchasers of Notes should ensure that they understand the nature of the
Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an
investment in the light of their own circumstances and financial condition. The amount payable on
redemption of the Notes is linked to the performance of the Underlying (as defined herein), and may be less
than par. Given the highly specialised nature of these Notes, Morgan Stanley & Co. International plc ("the
Issuer")("MSI plc") consider that they are only suitable for highly sophisticated investors who are able to
determine for themselves the risk of an investment linked to the Underlying, are willing to take risks and
can absorb the partial loss of their initial investment. Consequently, if you are not an investor who falls
within the description above you should not consider purchasing these Notes without taking detailed advice
from a specialised professional adviser.
Potential investors are urged to consult with their legal, regulatory, investment, accounting, tax and other
advisors with regard to any proposed or actual investment in these Notes. Please see the Offering Circular
together with the Pricing Supplement for a full detailed description of the Notes and in particular, please
review the Risk Factors associated with these Notes. Investing in the Notes entails certain risks including,
but not limited to, the following:
3
Series: 15443

Capital is not protected: the final redemption amount depends on the performance of the Underlying and
could be zero.
Adjustments by the Determination Agent: The terms and conditions of the Notes will allow the
Determination Agent to make adjustments or take any other appropriate action if circumstances occur
where the Notes or any exchanges are affected by market disruption, adjustment events or circumstances
affecting normal activities. These circumstances include the Nationalisation, Delisting, Insolvency or a
Takeover or Merger of the share issuers of the Underlying(s) as applicable.
In addition, other circumstances may occur which either increase the liability of the Issuer fulfilling its
obligations under the Notes or increase the liability of any hedging activities related to such obligations,
including without limitation the adoption of or any change in any tax law relating to a common system of
financial transaction tax in the European Union or otherwise.
In such circumstances, the Determination Agent can in its sole and absolute discretion determine whether
to redeem the Notes early, or adjust the terms of the Notes, which may include without limitation
adjustments to the Initial Reference Price, the Final Redemption Amount or the Underlying. The
Determination Agent also has the discretion to make adjustments with respect to any corporate action.
Potential investors should see the Offering Circular for a detailed description of potential adjustment events
and adjustments.
Basket Components Risk: The Notes will be redeemed at an amount determined by reference to the
performance of the Basket Components and such performance will therefore affect the nature and value
of the investment return on the Notes. Noteholders and prospective purchasers of Notes should conduct
their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should
form their own views of the merits of an investment related to the Basket Components based upon such
investigations and not in reliance on any information given in this document.
Exit Risk: Any secondary market price of the Notes will depend on many factors, including the value and
volatility of the Underlying(s), interest rates, the dividend rate on the stocks that compose the Underlying
(if any), time remaining to maturity and the creditworthiness of the Issuer. The secondary market price
may be lower than the market value of the issued Notes as at the Issue Date to take into account amounts
paid to distributors and other intermediaries relating to the issue and sale of the Notes as well as amounts
relating to the hedging of the Issuer's obligations. As a result of all of these factors, the holder may receive
an amount in the secondary market which may be less than the then intrinsic market value of the Note and
which may also be less than the amount the holder would have received had the holder held the Security
through to maturity.
Credit Risk: Investors are exposed to the credit risk of the Issuer. The Notes are essentially a loan to the
Issuer with a repayment amount linked to the performance of the Underlying that the Issuer promises to
pay at maturity. There is the risk, however, that the Issuer may not be able to fulfill its obligations,
irrespective of whether the Notes are referred to as capital or principal protected. Investors may lose all or
part of their investment if the Issuer is unable to pay the coupons (if any) or the redemption amount. No
assets of the Issuer are segregated and specifically set aside in order to pay the holders of the Notes in the
event of liquidation of the Issuer, and the holders of the Notes will rank behind secured or preferred
creditors.
Liquidity Risk: Any secondary market in the Notes made by the Dealer or its affiliates will be made on a
reasonable efforts basis only and subject to market conditions, law, regulation and internal policy. Even
whilst there may be a secondary market in the Notes it may not be liquid enough to facilitate a sale by the
holder.
Product Market Risk: The value of the Notes and the returns available under the terms of the Notes will
be influenced and dependent on the value of the Underlying. It is impossible to predict how the level of the
4
Series: 15443

Underlying will vary over time. The historical performance (if any) of the Underlying is not indicative of
its future performance.
Hedging Risk: On or prior to and after the Trade Date, the Issuer, through its affiliates or others, will likely
hedge its anticipated exposure under the Notes by taking positions in the Underlying(s), in option contracts
on the Underlying(s) or positions in any other available securities or instruments. In addition, the Issuer
and its affiliates trade the Underlying(s) as part of their general businesses. Any of these activities could
potentially affect the value of the Underlying(s), and accordingly, could affect the pay-out to holders on the
Notes.
No Shareholder Rights: A holder of Notes will have no beneficial interest in the stocks that compose the
relevant Underlying nor any voting rights and will not have the right to receive dividends or other
distributions with respect to the stocks that compose the Underlying.
Underlying Issuer Risk: The issuer of the relevant Underlying is not an affiliate of the Issuer or its affiliates
and is not involved with this offering in any way. Consequently, the Issuer and the Determination Agent
have no ability to control the actions of the issuer of the relevant Underlying, including and rebalancing
that could trigger an adjustment to the terms of the Notes by the Determination Agent.
Potential Conflict of Interest: The Determination Agent, which is also the Issuer, will determine the payout
to the investor at maturity. Morgan Stanley & Co. International plc and its affiliates may trade the
Underlying on a regular basis as part of its general broker-dealer business and may also carry out hedging
activities in relation to the Notes. Any of these activities could influence the Determination Agent's
determination of adjustments made to any Notes and any such trading activity could potentially affect the
price of the Underlying and, accordingly, could affect the investor's payout on any Note.
In purchasing any Notes, purchasers will be deemed to represent and undertake to the Issuer, the Dealer
and each of their affiliates that (i) such purchaser understands the risks and potential consequences
associated with the purchase of the Notes, (ii) that such purchaser has consulted with its own legal,
regulatory, investment, accounting, tax and other advisers to extent it believes is appropriate to assist it in
understanding and evaluating the risks involved in, and the consequences of, purchasing the Notes and (iii)
in accordance with the terms set out in Annex 1.
Morgan Stanley is not qualified to give legal, tax or accounting advice to its clients and does not purport to
do so in this document. Clients are urged to seek the advice of their own professional advisers about the
consequences of the proposals contained herein.
GENERAL
1.
(i)
Issuer:
Morgan Stanley & Co International plc

(ii)
Guarantor:
Not Applicable
2.
(i)
Series Number:
15443

(ii)
Tranche Number:
2
Fungible with the Series 15443 Tranche 1 Notes,
issued by Morgan Stanley & Co International plc.
bearing ISIN XS2284642878. To be consolidated to
form a single series with Tranche 1, with effect as of
the Issue Date of Tranche 2
3.
Specified Currency or Currencies:
U.S. Dollar ("USD")
4.
Aggregate Nominal Amount of the Notes:
USD 885,000
5
Series: 15443

In respect of the Tranche 2 Notes, and the total
Aggregate Nominal Amount of USD 885,000
represents the sum of the aggregate nominal amounts
of Tranche 1 and Tranche 2 as of their respective
issue dates.

(i)
Series:
USD 885,000

(ii)
Tranche:
USD 730,000 Tranche1
USD 155,000 Tranche 2
5.
Issue Price:
100 per cent. of Par per Note
6.
(i)
Specified Denominations:
USD 1,000

(ii)
Calculation Amount (Par):
USD 1,000
7.
(i)
Issue Date:
25 February 2021 Tranche 1
2 June 2021 Tranche 2

(ii)
Trade Date:
10 February 2021

(iii)
Interest Commencement Date:
Not Applicable

(iv)
Strike Date:
10 February 2021

(v)
Determination Date:
12 February 2024
8.
Maturity Date:
27 February 2024, subject to adjustment in
accordance with the Business Day Convention (i) in
the event such date is not a Business Day or (ii) such
that the Maturity Date shall always be at least five (5)
Business Days following the Determination Date
9.
Interest Basis:
Equity and Proprietary Index-Linked Interest. See
item 20 (A) below
10.
Redemption/Payment Basis:
Equity and Proprietary Index-Linked Redemption.
See item 35 (A) below
11.
Change of Interest or Redemption/Payment Not Applicable
Basis:

12.
Put/Call
Options/Autocallable
Early
Redemption:

(i)
Redemption at the Option of Not Applicable
the Issuer:
(Condition 23.5)

(ii)
Redemption at the Non- Not Applicable
discretionary Option of the
Issuer
(Condition 23.6)
6
Series: 15443

(iii)
Redemption at the Option of Not Applicable
Noteholders:
(Condition 23.8)

(iv)
Autocallable
Early Applicable. See item 31.
Redemption:
(Condition 20)

(v)
Other put/call options:
Not Applicable
13.
(i)
Status of the Notes:
As set out in Condition 4.1

(Condition 4)

(ii)
Status of the Guarantee:
Not Applicable
14.
Method of distribution:
Non-syndicated
RELEVANT UNDERLYING
15.

(A)
Single Share Notes/Share Basket Notes:
Applicable
(Condition 10)

(i)
Whether the Notes relate to a Basket of Shares
single share or a basket of
shares (each, a "Share") and
the identity of the relevant
issuer(s) and class of the Share
(each, a "Share Issuer"):

i
Underlying
Bloomberg®
Underlying
Exchange
Initial Reference Pricei
Code
Currency

1
Infineon Technologies
IFX GY
EUR
Xetra
Official closing
AG
Equity
price(i) on Strike Date.
2
STMicroelectronics NV
STM FP
EUR
Euronext (Paris)
Official closing
Equity
price(i) on Strike Date.
3
Continental AG
CON GY
EUR
Xetra
Official closing
Equity
price(i) on Strike Date.

(ii)
Partial Lookthrough ADR Not Applicable
Provisions:

(iii)
Full
Lookthrough
ADR Not Applicable
Provisions:

(iv)
Exchange(s):
See table above.

(v)
Related Exchange(s):
All Exchanges
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16.
Fixed Rate Note Provisions
Not Applicable
(Condition 5)
17.
Floating Rate Note Provisions
Not Applicable
7
Series: 15443

(Condition 6)

18.
Zero Coupon Note Provisions
Not Applicable

(Condition 7)

19.
Dual
Currency-Linked
Note
Interest Not Applicable
Provisions

(Condition 8)

20.
Equity and Proprietary Index-Linked Interest Applicable
Note Provisions:
(Condition 10)
(A)
Single Share Notes/Share Basket Notes:
Applicable

(i)
Scheduled Trading Days and Common Scheduled Trading Days and Individual
Disrupted Dates:
Disrupted Days: Applicable

(ii)
Partial Lookthrough Depositary Not Applicable
Receipt Provisions:

(iii)
Full Lookthrough Depositary Not Applicable
Receipt Provisions:

(iv)
Weighting for each Share Not Applicable
comprising the Basket of Shares:

(v)
Party responsible for calculating Morgan Stanley & Co. International plc (the
the Rate(s) of Interest and/or "Determination Agent"). The Determination
Interest Amount(s):
Agent shall act as an expert and not as an agent for
the Issuer or the Noteholders. All determinations,
considerations and decisions made by the
Determination Agent shall, in the absence of
manifest error, wilful default or bad faith, be final
and conclusive and the Determination Agent shall
have no liability in relation to such determinations
except in the case of its wilful default or bad faith.

(vi)
Provisions
for
determining Unless an Early Redemption Event occurs, in
Rate(s) of Interest and/or Interest respect of each Interest Determination Date, an
Amount(s) where calculated by amount (the "Interest Amount") per Calculation
reference to one or more Shares: Amount shall be payable on the corresponding
Specified Interest Payment Daten as determined by
the Determination Agent as follows:
(i) If on an Interest Determination Daten, the
official closing price of each Underlying is
equal to or greater than its respective
Coupon Barrier Level, an amount in USD
calculated as follows:

( ) -
=1

(ii) Else, 0% of Par;

Where:

8
Series: 15443

n
Coupon
"Coupon Barrier
Level" as a percentage
of Initial Reference
Price
1
2.5%
70%
2
2.5%
70%
3
2.5%
70%
4
2.5%
70%
5
2.5%
70%
6
2.5%
70%
7
2.5%
70%
8
2.5%
70%
9
2.5%
70%
10
2.5%
70%
11
2.5%
70%
12
2.5%
70%
"Previously Paid Coupons" means, in respect of a
Specified Interest Payment Daten, the aggregate
amount of all Interest Amounts (if any) paid in
respect of each Specified Interest Payment Date
preceding such Specified Interest Payment Daten.

(vii)
Provisions
for
determining Determination Agent determination.
Rate(s) of Interest and/or Interest
Amount(s) where calculation by
reference to one or more Shares
is impossible or impracticable or
otherwise disrupted:

(viii)
Interest Determination Date(s):
Means, as specified below:
n
Interest Determination Date
1
10 May 2021
2
10 August 2021
3
10 November 2021
4
10 February 2022
5
10 May 2022
6
10 August 2022
7
10 November 2022
8
10 February 2023
9
Series: 15443

9
10 May 2023
10
10 August 2023
11
10 November 2023
12
12 February 2024
Subject to adjustment in accordance with the
applicable Business Day Convention if such date is
not a Scheduled Trading Day or is a Disrupted Day.

(ix)
Interest Period:
As set out in Condition 2.1

(x)
Valuation Date(s):
12 February 2024

(xi)
Specified
Interest
Payment
Date(s):
n
Specified Interest Payment Date:
1
24 May 2021
2
24 August 2021
3
26 November 2021
4
25 February 2022
5
24 May 2022
6
24 August 2022
7
28 November 2022
8
27 February 2023
9
24 May 2023
10
24 August 2023
11
27 November 2023
12
27 February 2024

Subject to adjustment in accordance with the
applicable Business Day Convention.

(xii)
Averaging Date:
Not Applicable

(xiii)
Averaging Date Disruption:
Not Applicable

(xiv)
Observation Date(s):
Not Applicable

(xv)
Observation Period(s):
Not Applicable

(xvi)
Additional Disruption Events:
Change in Law, Hedging Disruption, Loss of Stock
Borrow and Increased Cost of Hedging shall apply

(xvii)
Business Day Convention:
Following Business Day Convention

(xviii) Additional Business Centre(s):
Not Applicable
10
Series: 15443